III. MIKA’s obligation for MKI’s financial obligation
Wanting to subject MIKA to obligation for MKI’s financial obligation, Regions claims “de facto merger,” “mere continuation,” and “fraud” under Florida legislation. These comparable and sporadically overlapping claims ask in place whether a fresh firm replaced a mature, debt-laden company. See, e.g., Lab Corp. of Am. v. Prof’l healing system, 813 therefore. 2d 266, 270 (Fla. 5th DCA). Success on any one of these three claims entitles areas to get from MIKA the $1,505,145.93 judgment joined for areas and against MKI action.
Many times when you look at the trial, Marvin’s testimony recommended a flouting of, or neglect for, the business type. Describing the motion of cash in one organization he been able to another organization he handled, Marvin stated: “You simply take the funds from one entity and also you place it in which you require it to go, either whether or not it’s from your own individual account to your LLCs or perhaps the LLCs to your personal account.” (Tr. Trans. at 339) Marvin states when you look at the breath that is next he “trues up by the end associated with year,” nevertheless the documentary evidence belies the contention that Marvin “trued up” following the transfers to Kathryn and MIKA.
A. De facto merger
The Florida decisions may actually need dissolution of this corporation that is first in the event that company not any longer runs. For instance, Amjad Munim, M.D., P.A. v. Azar, 648 therefore. 2d 145, 153-54 (Fla. 4th DCA), generally seems to reject a de facto merger claim because “the technical dependence on dissolution for the predecessor company had not been founded,” also although the evidence proposed that the very first firm “essentially ceased operations.” Although inactive, MKI continues to be in presence, which under Florida legislation defeats the de facto merger claim.
B. Mere extension
If an organization simply continues another organization’s company under a various title but with similar ownership, assets, and workers (among other things), Florida law subjects the successor business to obligation when it comes to previous organization’s financial obligation. See, e.g., Centimark Corp. v. A to Z Coatings & Sons, Inc., 288 Fed.Appx. 610 (applying Florida law and collecting decisions). In cases like this, Regions proved by (at minimum) a preponderance that MIKA simply proceeded MKI’s company under a new guise. Marvin handled the 2 organizations, which both operate from Marvin’s individual workplace and transact the exact same company. (Doc. 162 at 36) As explained somewhere else in this purchase, MIKA received and deployed MKI’s assets, and Marvin owned both organizations through the IRA. The provided assets, workplace, administration, and ownership confirm areas’ claim that MIKA amounts to a “mere extension” of MKI under a name that is different.
Finally, Regions requests a statement that MIKA is nothing but a “fraudulent work” by MKI to hinder areas’ tries to satisfy the judgment action. In line with the testimony in addition to proof talked about somewhere else in this purchase, areas proved that MIKA more likely than perhaps not quantities up to an attempt that is fraudulent preclude areas’ gathering regarding the MKI judgment.
As explained throughout this purchase, the Kaplan events’ conduct displays a protracted pattern of evasion that demonstrates the need for the injunction under Section 726.108(c)(1) against another disposition by MKI or MIKA of a pastime in 785 Holdings. MK Investing and MIK Advanta, LLC, should never move a pursuit in 785 Holdings, LLC.
A legal remedy that forecloses the equitable remedy of an injunction if Kathryn, MKI, MIKA, or a Kaplan entity fraudulently transfers money to a third party, Regions can obtain a money judgment against the transferee. (Doc. 113 at 6)
At test, Marvin blamed their accountant, their solicitors, and their IRA custodian for supposedly paperwork that is erroneous largely supports Regions’ claims. Every so often, Marvin faulted Advanta for the presumably inaccurate papers and advertised that Advanta forced Marvin to generate MIKA and that Advanta created from entire fabric the valuations that Marvin verified, often under penalty of perjury. According to Marvin’s perplexing, implausible, and frequently contradictory testimony and in line with the contemporaneous documents, that have been authorized once the Kaplan parties faced no possibility of a bad judgment for a fraudulent transfer and which mostly refute the Kaplans’ assertions, we reject the Kaplan events’ defenses and conclude that areas proved the fraudulent-transfer claims (excepting the claim in line with the IRA’s transfer to MIKA associated with $214,711.30 and excepting the de facto merger claim in count fourteen).
Although areas names Marvin as being a defendant, the record reveals no reason to topic Marvin to obligation for the Kaplan entities’ transfers or even for MKI’s transfers to MIKA. Areas won a judgment action against MKI therefore the Kaplan entities, perhaps not against Marvin. Areas mentions purchase doubting the Kaplan events’ movement to dismiss, which purchase observes that the “predominant fat of authority holds that a plaintiff can sue the beneficiary of a self-directed IRA when it comes to IRA’s so-called wrongdoing as the self-directed IRA is certainly not an independent appropriate entity from its owner.” (Doc. 79 at 3 (internal quote omitted)) Although proper, the observation does not have application in this step because areas’ concession in footnote thirteen forecloses a fraudulent-transfer claim on the basis of the IRA’s transfer of income to MIKA. The IRA owned devices of MKI and MIKA, but an IRA’s ownership of a LLC provides no foundation for subjecting the IRA beneficiary to obligation for the fraudulent transfer to or through the LLC. ——–
The clerk is directed to enter individually the judgments that are following
(1) Judgment for areas Bank and against Kathryn Kaplan into the number of $742,543.
(2) Judgment for areas Bank and against MIK Advanta, LLC, within the quantity of $1,505,145.93.
The clerk must close the case after entering judgment.
PURCHASED in Tampa, Florida.